UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EMERALD ISLE BANCORP, INC.
(Exact Name of registrant as specified in its charter)
MASSACHUSETTS 04-3300934
(State of incorporation or organization) (I.R.S. Employer Identification No.)
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
(617) 479-5001
(Address of principal executive offices)
Securities to be registered pursuant to 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
NONE
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If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Pursuant to a Plan of Reorganization and Acquisition dated as of
February 15, 1996 (the "Plan of Reorganization") between The Hibernia Savings
Bank, a Massachusetts savings bank in stock form of ownership (the "Bank"), and
Emerald Isle Bancorp, Inc., a newly-formed Massachusetts corporation organized
at the direction of the Bank (the "Company"), the Company will acquire all of
the outstanding common stock of the Bank, par value $1.00 per share, other than
shares held by stockholders exercising dissenters' appraisal rights, if any, in
a share-for-share exchange for the common stock, par value $1.00 per share, of
the Company. The Bank will thereby become a wholly owned subsidiary of the
Company and the Bank's stockholders will become, subject to their dissenters'
appraisal rights, stockholders of the Company. Under the Articles of
Organization of the Company (the "Articles"), the Company is
authorized to to issue up to 10,000,000 shares of Common Stock, par value $1.00
per share, and up to 5,000,000 shares of preferred stock, par value $1.00 per
share.
STOCK. The Board of Directors of the Company is authorized to issue shares
of stock in series and classes and to fix the voting powers, designations,
preferences, or other rights of the shares of each such series and class and the
qualifications limitations, and restrictions thereon. The issuance of preferred
stock by the Company is subject to the approval of a majority vote of the Board
Directors of the Company. Preferred stock issued by the Company may rank prior
to the Common Stock as to dividend rights, liquidation preferences, or both, may
have full or limited voting rights (including multiple voting rights and voting
as a class), and may be convertible into shares of Common Stock.
VOTING RIGHTS. Stockholders are entitled to one vote per share on all
matters, and a proportionate vote for a fractional share, subject to the rights
of the holders of shares of preferred stock, if and when issued. The Articles
do not provide for cumulative voting in connection with the election of
Directors, and therefore holders of a majority of the Common Stock will be able
to elect all of the Directors standing for election in each year. The Company
may not, directly or indirectly, vote any share of its own stock.
PREEMPTIVE RIGHTS. Holders of Common Stock have no preemptive rights as to
the purchase of any shares issued in the future. Therefore, the Board of
Directors may sell shares of capital stock without first offering them to the
stockholders of the Company.
ACCESSABILITY. Under Massachusetts law, Common Stock is non-assessable.
DIVIDEND RIGHTS. The Company may pay dividends if, as, and when declared
by the Board of Directors. The Company's stockholders are entitled to receive
and share equally in such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Directors who vote to authorize a
dividend payment or repurchase or redemption, which is made when the corporation
is insolvent, renders the corporation insolvent, or is in violation of the
corporation's articles of organization, may be jointly and severally liable for
such improper dividend. Stockholders to whom a corporation makes any such
distribution (except a distribution of stock of the corporation), if the
corporation is, or thereby rendered, insolvent, are liable to the corporation
for the amount of distribution made, or for the amount of such distribution
which exceeds that which could have been made without rendering the corporation
insolvent, but in either event only to the extent of the amount paid or
distributed to them.
It is the policy of the Federal Reserve Board that bank holding companies
pay cash dividends on common stock only out of the past year's net income, and
only if prospective earnings retention is consistent with the organization's
expected future needs. The policy further provides that a bank holding company
should not maintain a level of cash dividends that undermines the bank holding
company's ability to serve as a source of strength to its banks. The Federal
Reserve Board also requires by regulation that a holding company seeking to
purchase or redeem any of its equity securities provide prior notice to the
appropriate regional Federal Reserve Bank, which may disapprove of such proposed
purchase or redemption, if the gross consideration for such purchase or
redemption, when aggregated with the net consideration paid by the holding
company for all such purchases or redemptions during the preceding twelve
months, exceeds 10% of the holding company's net worth, except that such prior
notice requirements do not apply to any holding company that is "well
capitalized" in accordance with Federal Reserve Board regulations, has received
a composite "1" or "2" rating in its most recent examination and is not subject
to any unresolved regulatory issues. Any issuance of preferred stock with a
preference over Common Stock as to dividends may affect the dividend rights of
Common Stock holders.
DIRECTORS
NUMBER AND STAGGERED TERMS. The By-laws of the Company (the "By-laws")
provide that the Board of Directors of the Company may fix the number and
classification of Directors, unless at the time there is an Interested
Stockholder (as defined in the By-laws) in which case a two-thirds vote of the
Continuing Directors (as defined in the By-laws) is also required. The Board
of Directors of the Company will initially be composed of seven Directors. The
Articles provide for three classes of Directors with one class elected each year
for three year staggered terms, so that ordinarily no more than approximately
one-third of the Directors will stand for election in any one year, and that
there will be no cumulative voting in the election of Directors.
The term "Interested Stockholder" is defined in the By-laws to mean any
person (other than the Company or any officer or director thereof, any employee
benefit plan of the Company, or any subsidiary of the Company) who or which is
the beneficial owner 10% or more of the outstanding voting stock of the Company,
is an affiliate of the Company and at any time within the two-year period
immediately prior to the date in question was the beneficial owner of 10% or
more of the outstanding voting stock of the Company, and certain assignees of
such Interested Stockholder. The term "Continuing Director" is defined in the
By-laws to mean Directors who are not affiliates or associates of any Interested
Stockholder and who were Directors prior to the time that any Interested
Stockholder became an Interested Stockholder, and any successor of a Continuing
Director who is not an affiliate or associate of the Interested Stockholder and
is approved to succeed a Continuing Director by a two-thirds vote of the
Continuing Directors then on the Board of Directors.
REMOVAL. The Articles provide that any Director may be removed with or
without cause by a vote of two-thirds of the Directors then in office, unless a
the time of such action there is an Interested Stockholder, in which case the
affirmative vote of two-thirds of the Continuing Directors shall also be
required.
VACANCIES. The By-laws provide that any vacancy occurring on the Board of
Directors of the Company as a result of resignation, removal or death may be
filled by vote of a majority of the remaining Directors, unless at the time of
the action there is an Interested Stockholder, in which case such vacancy may
only be filled by a vote of two-thirds of the Continuing Directors then in
office. A Director elected to fill such a vacancy shall be elected to serve for
a term of office continuing until the next election of Directors by the
stockholders. Any directorship to be filled by reason of an increase in the
authorized number of Directors may be filled by the Board of Directors for a
term of office continuing until the next election of Directors by the
stockholders. If at the time of such action, there is an Interested
Stockholder, a vote of two-thirds of the Continuing Directors is required
instead.
MEETINGS OF STOCKHOLDERS. The By-laws provide that the annual meeting of
stockholders will be held on the third Monday in April in each year. The By-laws
set forth certain advance notice and informational requirements and time
limitations on any Director nomination or any new business that a stockholder
wishes to propose for consideration at an annual meeting of stockholders. Any
such nomination or new business, to be timely, must be delivered to, or mailed
and received at the principal executive offices of the Company not less than 120
days nor more than 150 days prior to the scheduled annual meeting. The Board of
Directors may reject a stockholder's nomination or proposal if it is not timely
or does not contain sufficient information, or, if the Board of Directors does
not make this determination, the presiding officer may do so. If there is an
Interested Stockholder, the nomination or proposal requires the concurrence of a
majority of the Continuing Directors.
The By-laws provide that special meetings of stockholders may be called by
the Chairman of the Board, if one is elected, the Vice-Chairman, if one is
elected, or by the Board of Directors, unless there is an Interested
Stockholder, in which case any such call shall also require the affirmative vote
of two-thirds of the Continuing Directors then in office, unless otherwise
provided in the Articles or By-laws, and shall be called by the Clerk, or in
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of one or more stockholders who hold at least
forty percent in interest of the capital stock entitled to vote thereat. The
By-laws also provide that only those matters set forth in the call of the
special meeting may considered or acted upon at such special meeting.
STOCKHOLDER VOTE REQUIRED TO APPROVE CERTAIN TRANSACTIONS. Massachusetts
law provides that certain agreements of merger, or the sale, lease or
exchange of all or substantially all of the assets of a Massachusetts
corporation must be approved by the vote of holders of two-thirds of the
shares of each class of stock and entitled to vote thereon or, if the
articles of organization so provide, the vote of a lesser proportion, but not
less than a majority. Massachusetts law provides that no vote of the
stockholders of a Massachusetts corporation is required, unless its articles
of organization otherwise provide, to approve a merger if (i) the agreement
of merger does not amend in any respect the corporation's articles of
organization, (ii) the number of shares of the surviving corporation's stock
to be issued in the merger does not exceed 15% of the shares of the same
class outstanding prior to the effective date of the merger, and (iii) the
issuance of authorized but unissued stock pursuant to a merger by vote of the
directors has been authorized by the by-laws or a vote of the stockholders.
A Massachusetts corporation owning at least 90% of the outstanding shares of
each class of stock of another corporation may merge such corporation into
itself without a vote of the stockholders.
The Articles provide that a two-thirds vote of the stockholders is required
to authorize (i) a sale, lease, or other disposition of all or substantially all
of the property or assets of the Company, (ii) a merger or consolidation of the
Company with or into any other corporation, or (iii) any reclassification of or
recapitalization involving the Company's Common Stock.
AMENDMENT OF ARTICLES. The Articles provide that any amendment, addition,
alteration, change or repeal of the Articles regarding an increase or reduction
of the capital stock or of any authorized class thereof, certain changes with
respect to the number and par value of any authorized shares or class thereof,
or a change of the corporate name may be made if first approved by the
affirmative vote of two-thirds of the Board of Directors of the Company (unless
at the time of such action there is an Interested Stockholder, in which case the
affirmative vote of two-thirds of the Continuing Directors shall also be
required), and thereafter approved by the affirmative vote of a majority of the
stockholders.
The Articles provide that no other amendment, addition, alteration, change
or repeal of the Articles shall be made unless first approved by the affirmative
vote of two-thirds of the Board of the Directors of the Company, and thereafter
approved by the affirmative vote of at least two-thirds of the stockholders. If
at any time within the sixty day period immediately preceding the meeting at
which the stockholder vote is to be taken there is an Interested Stockholder,
such provision may only be amended, altered, changed or repealed if such action
shall have been approved by not less than two-thirds of the Continuing
Directors.
AMENDMENT OF BY-LAWS. The Articles provide that the Board of Directors may
make, repeal, alter, amend and rescind the By-laws of the Company by the
affirmative vote of at least two-thirds of the Directors, unless at the time of
such action there is an Interested Stockholder, in which case the affirmative
vote of at least two-thirds of the Continuing Directors is also required. The
Articles also provide that the By-laws may be made, repealed, altered, amended,
or rescinded by the stockholders of the Company by the vote of at least two-
thirds of the outstanding shares, considered for this purpose as one class, cast
at a meeting of the stockholders called for that purpose, provided that notice
of such proposed adoption, repeal, alteration, amendment or recission is
included in the notice of such meeting.
ANTI-TAKEOVER PROVISIONS. Certain provisions of the Articles and By-laws
may be deemed to have an "anti-takeover" effect. For example: (i) the Board of
Directors' authority to set the designations, powers, preferences and relative
rights of the authorized but unissued shares of preferred stock could be used in
the event of an attempt by an unsolicited third party to gain control of the
Company to impede such attempt to acquire control; (ii) the three-year staggered
terms for Directors, the Board of Directors' authority to fix the number of
Directors who may serve from time to time, and the notice and informational
requirements pertaining to the nomination by stockholders of candidates for
election to the Board of Directors all may make it more difficult to change a
majority of the Board of Directors; (iii) the requirements that special meetings
of shareholders may be called only by the Chairman of the Board, Vice Chairman,
the Board of Directors or upon application of shareholders holding at least
forty percent of the
capital stock, and that shareholder proposals must satisfy certain notice and
informational requirements to be considered at an annual meeting may make it
more difficult for shareholders to take action independent of the of Directors;
and (iv) the requirement that action to amend the Articles must generally be
preceded by the approval of the Board of Directors of such proposed amendment
may limit the ability to effect such amendments without the support of the Board
of Directors.
In addition to the various provisions of the Articles and By-laws, certain
of the Massachusetts General Laws may also have the effect of preventing future
acquisitions of the Company. Chapters 110D and 110F of the Massachusetts General
Laws, cover "control share acquisitions" and certain combinations with
interested stockholders, respectively. Chapter 110D provides that any person
who makes a bona-fide offer to acquire, or acquires shares of stock of a
corporation in an amount equal to or greater than one-fifth, one-third, or a
majority of the voting stock of the corporation must obtain the approval of a
majority of shares of all stockholders except the acquiror and the officers and
inside directors of the corporation in order to vote the shares that the
acquiror acquires in crossing the thresholds. A Massachusetts corporation is
permitted to opt out of Chapter 110D. The Articles of the Company contain a
provision opting out of chapter 110D. As a result of the Company's decision to
opt out of the statute, the voting restrictions of Chapter 110D are not
currently applicable to the Company's stockholders. The Board of Directors may
amend the Articles at any time in the future to subject the Company to this
statute prospectively.
Chapter 110F provides that a Massachusetts corporation with more than 200
stockholders may not engage in a "business" combination with an "interested"
stockholder" for a period of three years after the date of the transaction in
which the person becomes and interested stockholder, unless (i) the interested
stockholder obtains the approval of the Board of Directors prior to becoming an
interested stockholder, (ii) the interested stockholder acquires 90% of the
outstanding voting stock of the corporation (excluding shares held by certain
affiliates of the corporation) at the time it becomes an interested stockholder,
or (iii) the business combination is approved by both the Board of Directors and
the holders of 66 2/3% of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder). An "interested
stockholder" is a person who, together with affiliates and associates, owns (or,
in certain cases, at any time within the prior three years did own) 5% or more
of the outstanding voting stock of the corporation. A "business combination"
includes a merger, certain stock or asset sales, and certain other specified
transactions resulting in a financial benefit to the interested stockholder. A
Massachusetts corporation is permitted to opt out of Chapter 110F. The Articles
contain a provision opting out of Chapter 110F. As a result of the Company's
decision to opt out of the statute, the provisions of Chapter 110F are not
currently applicable to the Company's stockholders. The Board of Directors of
the Company may amend the Articles at any time to subject the Company to Chapter
110F prospectively.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Number Description
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99.1 Articles of Organization of the Registrant
99.2 Bylaws of the Registrant
99.3 Annual Report on F.D.I.C. Form F-2 of The Hibernia Savings
Bank (the "Bank") for the fiscal year ended December 31, 1995
99.4 Notice and Proxy Statement dated March 15, 1996 for the
Annual Meeting of Shareholders of the Bank
99.5 Quarterly Report on F.D.I.C. Form F-4 of the Bank for the
fiscal quarter ended March 31, 1996
99.6 1995 Annual Report to the Bank's Stockholders
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this registration statement to be signed on behalf by the
undersigned, thereunto duly authorized.
EMERALD ISLE BANCORP, INC.
Date: August 9, 1996 By: /s/ Mark A. Osborne
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Mark A. Osborne, President